Ben Phantom
by Codecrash
Summary: Sequel to Ben Prime. The vortex reopens, releasing Ben and his ever faithful sidekick. Unfortunately it's not where they should be. Now stranded in an alternate reality how will Ben survive and find his way back home?
1. Chapter 1

I don't own Ben 10 or any of the characters therein. I also don't own Danny Phantom or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 1

All was eerily calm that night around that calm stretch of country road and with the addition of the fog that blanketed the ground one could go so far as to say it was hauntingly so.

It was a calm that could only be described as a kind of expectant silence. Almost as if the nature itself were waiting for something to occur in hushed anticipation.

If that had been the case then it certainly didn't have to wait long.

Without warning the silence was suddenly torn asunder as the cloudy moonlit sky was seemingly ripped open as it unleashed a white swirling vortex that shook the area like an earthquake with a thunderous boom.

As the sound of the boom faded in the distance two objects were suddenly ejected out from the vortex and sent hurtling to the ground before the vortex dissipated from sight.

Thinking fast the transmogrified Ben 10 aka the duly dubbed Anodite Manafest surrounded himself with an aura of green manna energy, instantly halting his descent.

Instinctively Ship attempted to activate his stabilizers and do the same as his master, but to his distress found that they had stalled for some reason. "_SHHHHHHHHIIIIIIIIIIIIIIIIIIIP!_" he screamed in alarmed panic.

Instantly Manafest fired a beam of green manna at the plummeting 'mini' Galvanic Mechamorph, quickly catching his transformed sidekick in a make-shift tractor beam.

"SHIP," Ship said gratefully as he quickly morphed back to his smaller form as Manafest lowered him to the ground.

"You're welcome," Manafest said as he joined his pet on the ground. "But are you okay Ship?"

Feeling extremely tired for some reason Ship let out a tired yawn and gave his owner a shrug. "Ship," he replied as if to say 'just tired I guess'.

Manafest nodded understandingly then glanced up towards the vacant area where the vortex had momentarily resided. Whatever had just happened he guessed it must have drained Ship physically. Finally he looked back to the small black and green blob. "Any idea what just happened?"

Ship lowered and shook his head. "Ship," he apologetically replied.

Manafest nodded in agreement. "Yeah me neither," he sighed. "Best guess I have is we got teleported." He paused to take in a quick survey of his surrounding, and was relieved to find the sights of recognizable plant life. "On the plus side though at least were still on Earth."

Ship jumped up and down happily. "Ship!" he exclaimed in relief.

"Don't get so excited yet Ship, we're still not out of the woods yet, literally," he said noting the surrounding wooded area. "First we better figure out where the others are."

Manafest closed his eyes as began scanning the planet for the specific manna signatures of Gwen and Kevin. Unfortunately his search turned up nadda. Quickly he widened his search hoping to find any familiar signatures but again turned up squat.

Nervously he tapped the Ultimatrix, opening a line to any nearby Plumber badges. "Guys, Ben here, come in," he said aloud.

All he got in reply was static.

"Okay… Gwen, Kevin and apparently EVERYONE is off the grid," he said worriedly as he opened his eyes. "I think we might have a problem."

Just then what looked like a heavily armed tank came crashing through the woods. Instinctively Manafest and Ship dove for cover behind some nearby bushes and watched as the occupants exited the vehicle.

"Plumbers?" he queried with a whisper, noting the blue and orange hazmat jumpsuits and the large high-tech weapons the large man and slender woman were brandishing.

"He's close Maddie I can smell 'em!" the large man boasted.

Just then a squirrel scampered up a tree nearby.

"GHOST!" the large man shouted to which he and the woman instantly opened fire on the tree, blasting it to scorched splinters.

"Correction: morons," he clarified flatly with a whisper.

"Ship," his companion agreed wholeheartedly.

The hidden duo continued to watch as by some miracle the squirrel emerged from the smoldering crater that had once been the tree and quickly flee into the woods and away from the crazies with the guns.

"Oops," the large orange suited man said sheepishly as he realized his error.

The blue suited woman just sighed and shook her head but the suddenly locked her sights on the bushes where the duo hid as they watched.

Manafest gulped as he realized somehow they had been spotted. It took him only a second to realize that it was the glow from his hair that had drawn the woman's attention.

As the woman signaled the man and they cautiously came towards the hiding duo Manafest – hoping these nuts wouldn't open fire on a fellow human – quickly tapped the Ultimatrix crest. Quickly he was engulfed in a green glow as he transformed back into his human self,.

To Ben's distress the instant he had reverted back to his human self the Ultimatrix began glow blue and beep, something it only did when it reset itself.

But there would be time to worry about that later, at the moment Ship was still a target waiting to be spotted. "Ship can you turn into a camera?" Ben asked quickly.

Without bothering to answer the mini Galvanic Mechamorph quickly transformed into a small black and green video camera.

And not a second to soon, just as Ship had finished his transformation the jump suited duo sprang through the bushes, the weapons primed and ready to fire.

"Alright ghost, don't move so we can blast your apart molecule by molecule!" the man yelled.

"AHHH!" Ben shouted throwing his hands up in the air. "Take what you want just don't hurt me!" He should _so_ get an Oscar for this performance.

The jump suited woman quickly lowered her weapon, the large orange suited man on the other hand. "I said DON'T MOVE!"

The woman sighed. "Jack, he's obviously not a ghost," she said.

"What she said," Ben nodded in quickly nodded agreement. Ignoring the fact he didn't have a clue what she was talking about. "One hundred percent freaked out nearly run over teenager here."

The man was undeterred as he maintained his aim. "That's just what you want us to think, _ISN'T IT_ GHOST!"

"JACK!" the woman shouted, getting angry.

The man sighed and lowered his weapon in defeat. "Okay okay," he grumbled. He locked his eyes on Ben before turning to leave. "I've got my eye on you kid."

It took all of Ben's will not to burst into laughter. Instead he continued his charade and gulped as if her were afraid of the man.

"Don't mind him," the woman said as the large man left to search the perimeter. "He's harmless."

Ben looked to the smoldering crater their weapons had made then turned back to the woman with a raised eyebrow.

"Most of the time," she quickly amended as she sociably extended her hand. "Sorry if we scared you. I'm Maddie Fenton by the way and that's my husband Jack."

"Ben Tennyson," he greeted as he shook her hand.

"Nice to meet you Ben, now then what are you doing out here in the middle of nowhere?" she asked before she noticed his 'camera'. "Please tell me you're not looking for ghost pictures!"

Actually he'd been going to say 'studying the night habits of owls' but hey, when in Rome. "You got me," he replied with a sheepish shrug. Seriously, again with the ghost talk? What was up with these people!

"Don't you know how dangerous what you're doing can be?" the woman asked in incredulous exasperation.

Jack nodded in agreement as he rejoined them. "Just be thankful we were here kid, especially after the level of ectoplasmic energy we detected from around here," he stated soundly. "Biggest ecto level I've ever seen!"

Manafest, Ben silently guessed. He had no idea what an ecto level was but when it came to raw power an Anodite was only outclassed that of a Celestialsapien.

Maddie consulted a device that looked a bit like a tricked out calculated. "Speaking of which Jack, whatever we detected is long gone," she said in disappointment.

Jack eyed Ben suspiciously. "Or _has_ it?" he mused.

"JACK!" Maddie snarled. "For the last time he's not a ghost!"

Jack slumped crestfallen, his misguided if not somewhat accurate theory once again shot down by his wife. "Sorry there Benny," he apologized.

"It's Ben," the brown haired teen corrected. "And don't worry about it, you guys are just trying to do your job."

He hoped.

"Hey maybe this kid isn't so bad after all," Jack laughed, giving Ben a hardy pat on the back. Glad to hear at least someone besides himself thought he was competent. "Say, do you need a ride into town Benny?"

Ben was about to decline but reconsidered, when in Rome it was best to try and not upset the whackjobs holding the big guns.

"Ben," he once again corrected. "And yes, that would be great. I think I got a little lost from my ride."

"Well then just climb aboard the Fenton RV," Jack laughed as he opened the door and they entered the vehicle they'd arrived in.

Ben eyed the thundering machine incredulously as Jack revved the engine. _That was an RV!_

Maddie smiled and nodded as she motioned him to join them. "Come on Ben we'll have you back to Amity Park before you can say ghost."

Ben shrugged and climbed in. He'd never heard of Amity Park, but again when in Rome.

No sooner had he enter the vehicle he did a double take, as he was met with the sight of a pretty girl with long red hair roughly about his age sitting in the back area that looked a lot like his cousin Gwen.

"Hey," he greeted with a smile as he sat down in an empty seat. "Ben Tennyson, and you are…?"

"Jazz Fenton," she replied with a smile.

Again Ben couldn't help but do a double take, the girl even sounded a bit like Gwen.

"Buckle up Benny," Jack advised as Ben strapped himself in while doing his best not to stare at Jazz in disbelief. "Because it's going to be a bumpy ride!"

And with that the Fenton RV lumbered made a roaring U-turn and proceeded to smash its way through the woods.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

The Fenton Works, research and development labs of all ghost related technology produced in the town of Amity Park and subsequent home to its greatest protector, Danny Phantom, who at the moment had his hands full in the basement.

Due to his father's carelessness of leaving the ghost zone portal open nearly every foe he had ever faced had escaped into the real world and had allied against him.

"I am the Box Ghost!" a stout ghost dressed as a stereotypical dock worker shouted. "Bewa-!"

His usual proclamation to his teenage foe was cut short as a missile launched from the mechanical arm of a fellow ghost impacted in a massive explosion, sending the annoying specter crashing back through the green swirling portal from whence he came.

Skulker grinned as he watched his dispatched target disappear back into the portal.

Danny couldn't help but pause from blasting at the other ghosts with the ecto beams from his hands and raise a bemused eyebrow towards the mechanically suited hunter. "Uh dude I almost hate to ask," he began. "But wasn't he on your side?"

"Yes he was," Skulker snarled. "But there was only so many times I could stand listening to him say that!"

There was unanimous murmur of agreement between Desiree, Technus, Ember, Johnny 13, Kitty, Penelope Spectra, Bertrand, and the Fright Knight.

Suddenly Penelope Spectra extended her hand and blasted the portal's controls, automatically causing the device to seal itself shut. "And now that we've taken care of that annoyance, why don't we take this one outside?" she suggested.

"An excellent notion!" Technus agreed.

"Shadow GO!" Johnny commanded as he revved his motorcycle.

At once the shadow beneath the motorcycle came alive as it immediately took shape into a monstrous pitch black specter.

Instantly it charged Danny careening into the ghost boy with such force that he was sent careening towards the ceiling.

Thinking fast Danny went intangible and harmlessly passed through the building as he continued on his out of control course upward.

As he quickly came to a stop high over the building he was suddenly joined by his nine attackers as they intangibly followed after him.

"It is at last time for you to meet your end," the Fright Knight proclaimed as he drew his fiery sword.

Suddenly from out of nowhere the Fright Knight was met with an explosive barrage of missiles that sent the knight flying.

All eyes turned to see a certain former enemy of Danny's flying towards them at top speed. Having fired her warning shot and without further hesitation the black and crimson ghost hunter AKA Valerie reopened fire.

"Incoming!" Johnny shouted as he, Kitty, Ember and Desiree reacted quickly by going intangible.

As the missiles rapidly approached them Danny unleashed a massive blast of ecto energy at Skulker, Technus, Penelope Spectra, and Bertrand before they could follow their comrades' example, distracting them long enough for the missiles to finish reaching their targets. Then following his enemies example quickly went intangible himself. Fortunately for him, upon reaching their target the salvo detonated in a massive explosion that surely would having taken him out.

As the smoke cleared the young ghost boy returned to his normal tangible state. He sighed and shook his head. Valerie's missiles had taken out half the street as well as knocked the ghosts unconscious. "Hey Val, using the _light_ ordinance I see," he greeted the huntress sarcastically as she drifted towards him.

Valerie laughed. "Just following your example ghost boy," she replied casually.

Danny sighed and pinched the bridge of his nose patiently. Ever since his identity had been exposed during the ectoranium meteor incident, Valerie had become a semi helpful addition to the Specter Detectors.

He sighed heavily at the thought of the name his sister Jazz had created for his team due to public demand. Both his girlfriend Sam and his best friend Tucker where in agreement with him that it was a lame name but ultimately preferred it over 'Ghost Getters', Jazz's 'other' team name idea.

Valerie had joined the team after the meteor incident and learning Danny Phantom's true identity, or more accurately had hunted Danny down and cornered him like a dog threatening to blast him into atoms if he didn't bring her into the fold. Apparently after being treated like Plasmius' pawn and being left out of the action with the meteor incident she had decided to stop being left out of the loop.

Truth to be told though, although Danny and the rest of the 'Specter Detectors' (seriously _that_ was the best name his sister could come up with!) had had their reservations about bringing Valerie into the fold full time, she was actually proving to be a very helpful if not somewhat heavy handed addition to the team, especially in regards to her tracking skills in locating the final addition to the team, who was as of yet still missing.

The Specter Detectors (again seriously, _best name!_) team now consisted of Danny, Sam, Tucker, Jazz, Valerie, and Mr. and Mrs. Fenton, and once found her hopefully their still missing comrade, but more on that later.

"What a surprise, the ghost boy wins yet again," Desiree muttered sarcastically with a heavy sigh as the surviving foursome reappeared.

"Yeah, who could have seen _that_ coming?" Ember agreed with equal sarcasm.

Fearfully Kitty clung to her boyfriend tightly. "Johnny let's get out of here!"

Seeing as they were clearly on the losing side Johnny agreed fully with his girlfriend and quickly revved his bikes engine. "Good call babe," he agreed before tossing a smirk towards Ember and Desiree. "Sorry ladies, it's been fun but, we're out of here."

Those were Johnny's last words before he and Kitty were struck by the beam of the Fenton thermos and sucked into its recesses, leaving only his motorcycle in their wake.

All eyes turned to see Sam and Tucker who had just arrived on the scene and were both brandishing blasters. "Good luck with that," Sam said with a smirk.

Tucker grinned smugly as he holstered the thermos. "Two for the price of one, got to love the bargain shots," he quipped.

Seeing they were going to have to fight their way out Ember readied to deliver a huge power chord blast to the two teens from her guitar. "Same here dipstick!" she snarled.

Before Ember's hand ever reached her guitar strings however she and Desiree were suddenly struck by two green beams of energy from Sam's hand held weapons.

To Ember and Desiree's shock their skin shifted from their ghostly complexions to that of normal humans, Desiree's to a bronze tan and Ember's to a normal beige pink. Adding even more fuel to the shock fire Desiree's wispy lower half also suddenly transformed into a pair of legs shrouded by a silk nearly see-through powder blue harem style dress as she dropped to the ground.

Quickly Desiree rose to her newly formed feet and aimed her hands at Sam and Tucker only to further discover she couldn't fire ecto energy from her hands.

Ember tried to attack as well with a power chord blast but all that came from her guitar was the weak acoustic sound of her fingers striking the string.

"In case you were wondering this is the part where you give up," Tucker pointed out.

"What did you _do_ to us?" Ember screamed in panic.

Illustratively Sam twirled the blaster in her left hand. A variant weapon based on the designs of the reducer, the weapon that had once shrunk Danny, Dash and Skulker. "Ecto energy neutralizer," she replied maintaining her smirk and the aim of the other blaster in her right hand.

"I'd say the name is self explanatory," Danny added as he turned his attention to the remaining ghost duo. "But for the cliff note version basically you've been temporarily stripped of your powers to the point where you're almost human."

In desperation Ember jumped on Johnny's unmanned bike, grabbed Desiree and with a single swift movement pulled the spectral genie into the seat behind her.

"Hang on!" she shouted as she pushed a button connected to a special upgrade provided by Technus on the bike's right handle bar.

With the roar of his motorcycle's engine the trio instantly tore away from the scene and down the street leaving only a tire trail of burning green fire in their wake.

"Well that's new," Sam noted as everyone stared at the rapidly fleeing motorcycle in surprise.

With the shake of his head Danny snapped out his shock and turned to Sam and Tucker. "Me and Valerie will go after them," he instructed. "You guys capture the rest of these losers in your thermoses, and catch up when you're done, got it?"

"Got it," the duo said.

And with that Danny and Valerie went rocketing off after the two escapees leaving Tucker and Sam to mop up the rest.

"Is it just me or are our jobs getting too easy," Tucker said with a chuckle as he readied his thermos.

"Why did have to say that?" Sam groaned as her thermos pulled Skulker and Spectra into its confines.

Tucker looked at Sam quizzically. "What, what did I say?"

Sam shook her head. "Every time one of us says something like that things tend to stop being easy," she explained remembering _so_ many various past examples.

How right she was.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

So wait, so are you telling me ghosts are actually real?" Ben asked, looking at Jazz incredulously.

Jazz laughed. "I know I know I thought the same thing before I saw my first ghost," she chuckled. "But trust me, they're out there."

Ben maintained his incredulous stare. During his ride into town he and Jazz had actually struck up a conversation after Ben had more or less broken the ice by accidentally calling Jazz Gwen due to her partial resemblance to his cousin both in appearance and personality which had led them to this point, sitting and eating lunch in a booth at a fast food joint after being dropped off by the Fentons.

Apparently while the Fentons had geared their vehicle with every high tech device known to man, a phone had been the one thing they'd forgotten to add.

Not that the payphone at the restaurant had been all that useful. Upon dialing the numbers to his friends and family an automated message had told him that the numbers did not exist.

Stranger still was Jazz's family, as it turned out Jazz and her family were similar to the plumbers, except they dealt with ghosts not aliens.

Ben was still trying to wrap his head around the concept of there actually being ghosts, yes while he had once had the alien forms of Ghostfreak and Big Chill those had been just that aliens, albeit aliens with ghostly powers but still aliens.

However this was not the only aspect of the conversation that he found interesting, apparently her family, particularly her brother, had saved the world several times over from ghost attacks, events that he had never heard of.

Combined this all meant two possible options; one, she was either lying or two, the more disturbing/sci-fi of the two scenarios, the vortex that he and Ship had been sucked into had transported them to a parallel universe, reality, dimension, or _whatever_ it was called.

And seeing as how his life had been one long sci-fi marathon ever since a certain fateful camping trip during one summer vacation, he was more inclined to believe the latter. Plus, he could tell by the sincerity in Jazz's eyes that she was telling the truth.

Finally Ben broke his stare. "Seriously?" he asked still in disbelief.

Jazz smiled as she took a sip of her soda. "Seriously," she said as a matter-of-factly.

His incredulous expression immediately dissolved to being completely casual. "Well that's cool," he said with a shrug. Now it was his turn to impress her.

"Aren't you freaked?" she asked surprised to see his change of expression. "Most guys usually get freaked."

Ben shrugged. "Hey I've seen my fair share of weird," he replied with a mischievous smile.

Jazz studied Ben with the scrutiny of a microscope. As she had said every guy who had ever found out about her family/brother/career had either been scared off like she was a leper or had tried to meet Danny through her. Thankfully though, Ben didn't seem to be either.

Ben intrigued her, he seemed normal enough yet he claimed to have seen weird if not weirder things and adding all the aforementioned to fact he was cute not to mention seemed fairly intelligent he could be boyfriend material, which Jazz had been currently in the market for lately. Yes, he _was_ a little older, but older was just another way of saying mature. Something every guy in this town wasn't. "Like what may I ask?" she queried.

Ben mischievous smile widened as he put his 'camera' in front of her on the table. "Like this," he chuckled, eager to see the startled look on her face. "Shi-"

Just then he was interrupted by an explosion outside.

Ben turned in time to see two girls speeding by on a motorcycle being chased by a flying white haired with a wispy intangible lower half firing green energy beams and a high tech looking black and red figure on a matching flying surfboard also firing on the bike riding duo.

Jazz's keen sight instantly recognized the riders as Ember and Desiree, two of her brother's most considerable foes. Why now, just when she was having a half way normal conversation with a cute guy did this have to happen! She silently exclaimed.

"Can you excuse me?" she asked sheepishly as she got up. "I kind of need to help with that."

"Sure," he replied with an understanding shrug. "I guess duty calls right?"

Ecstatic that he wasn't upset for suddenly bailing Jazz smiled. He was definite boyfriend material.

Quickly she pulled out the Fenton peeler from her purse and pushed the armor button causing the device to quickly clothe her in its metallic shell.

Again Jazz was surprised to find Ben didn't seem to be put off in the least.

"I take it this kind of thing happens a lot?" he said casually.

"You have no idea," Jazz sighed heavily before giving Ben a warm smile. "I'll be right back okay, please don't go anywhere?"

Ben smiled coyly beginning to get the impression she kind of liked him. "No promises, but I'll do my best."

Hoping he would still be there when she returned Jazz quickly ran for the nearest exit.

As he watched her run after the two ghosts Ben turned to Ship who was still comfortable attached to Ben's right wrist. "Think she could use a little alien grade backup?" he asked.

"Ship," replied in agreement.

Just then the sound of more explosions boomed in the distance. "Looks like we're going to need some serious firepower," he noted as the one on the flying teched out surf board unleashed yet another thunderous barrage of missiles towards the two girls on the bike.

"Ship," Ship once again agreed.

He reached for the Ultimatrix and began twisting the dial. He grinned as he reached one form in particular. "Fortunately I know just the guy for the job."

Quickly he dashed out of the restaurant and around the building where they would be out of sight. If they were in an alternate universe or whatever then he'd rather keep a low profile.

Quickly Ship sprang off Ben's wrist and returned to normal.

"Think we can catch up?" Ben asked.

Swiftly the mini mechamorph transformed into his 'big' mode. "Ship!" Ship replied confidently as he cocked the wide array of weaponry now at his disposal.

Ben laughed. "Race you there," he said with a grin as he once again dialed his alien of choice. "It's hero time!"

And with a slap of his hand on the alien's hologram the green eyed teen was enveloped in blinding green light as he was transformed into something that could take down the two ghost psychos chasing the two girls on the bike.

Author's notes.

Hope you liked the first chapter, and for those of you who haven't figured it out yet. Ben Prime is duly titled because it's actually THE BEGINNING OF SEVARAL DIFFERENT STORIES** SET IN ALTERNATE REALITIES**. Can you say _**BOOYEAH!**_ That's right I'm a genius (he said with false modesty)!

However it should be noted that for those of you who enjoyed this first chapter that my life is rather hectic and combined with the fact that I'm a perfectionist when writing (to the point of almost being psychotically so), chapter updates will be few and far between. Sorry but that's just how it is. To recap and clarify, there _will_ be updates but they will occur sporadically. Again sorry.


	2. Chapter 2

I don't own Ben 10 or any of the characters therein. I also don't own Danny Phantom or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 2

"Faster!" Desiree screamed as another salvo of anti ghost missiles began exploding around them.

Traveling at breakneck speed Ember instinctively maneuvered Johnny 13's bike through the crater pocketed roadway, desperately trying not to crash. "This piece of junk won't go any faster!" she screamed to the depowered genie clinging to her for dear life.

Yet again their surroundings were once again decimated by unified attack from the ghost boy and his trigger happy cohort. "Then do something!" Desiree shrieked.

"Like what!" Ember shouted as she veered the bike clear of an erupting explosion. Until their powers returned all they could do was run. "In case you're forgetting, those two dipsticks shorted out our batteries."

From behind Danny Phantom continued firing away at the escaping depowered specters. "Just once can't you just make it easier on all of us and give up without a fight?" he shouted.

"Like hell!" Ember shouted behind her as they jumped another fresh crater.

Hell, that might as well be what the ghost zone was for duo. Yes many if not most spirits lived (or rather the opposite thereof) in peace in their own ideal little heavens, but for restless spirits like Ember and Desiree who didn't want to stop living life in the real world, it was an endless void filled with countless perils and dangers to which there were only few escapes, the most convenient of which was the Fenton Portal.

Sure Ember and Desiree wanted to take over the world or send it reeling into sheer chaos but hey, that was just the way they were and as far as they were concerned was no excuse to send them back.

Eagerly wanting to put this to bed Danny aimed his hands and fired a set of concentrated blasts puncturing the motorcycle's tires.

Instantly the motorcycle lost all control, sending the two girls careening like limp ragdolls being used for skipping stones across the asphalt while the motorcycle went smashing into a whole with a conclusive explosion.

After several moments of being bounced through the street the two girls at last came to a stop.

"Nice shooting," Valerie approved with a thumbs up.

Danny shrugged. "It's a gift."

Groaning Ember and Desiree slowly rose to their feet.

Dizzily the ghostly genie took a step to maintain her balance but failed and fell back to the ground. "Good thing we're already ghosts," Desiree grumbled.

Unable to maintain her balance either Ember too fell flat on her backside. "No kidding, a girl could really wake up dead in this town," she wholeheartedly agreed.

From above Danny and Valerie descended into the ghostly duos midst. "Should have gone with the easy way," Valerie chided.

Danny smiled smugly as he readied his thermos and pointed it towards them. "Any last words?" he asked.

The duo glared at the boy ghost hybrid each wishing they had the strength to punch that smirk off his face. "Yeah dipstick, you owe me a new guitar," Ember promptly retorted, noting the several pieces of weapon of choice strewn about the street.

Suddenly from out of nowhere something shot down from the sky and delivered a fiery punch to the ghost boy's face sending him flying. In a split second Valerie too was knocked out of the ball park from the explosive blast of a massive fireball.

"Not bad, but personally I'd have gone with 'get ready to bring the heat'," said the blazing figure with a slightly raspy voice that sounded like a smoldering furnace.

As he turned towards them both Ember and Desiree couldn't help but stare in open mouth shock at their fiery savior.

In all their time in the ghost zone neither of them had ever seen anything like him. His head was vaguely reminiscent of skull engulfed by flames that rose up from the area around the base of his neck like a giant torch. As for his body, it too radiated heat intensely and looked as though it had been patterned from fresh magma with a black and green emblem planted in the center of his chest.

Concerned, he glanced over his shoulder to the two girls he had just saved. "Stupid question I know, but are you two alright?" he asked.

Still stunned by their sudden rescue all the duo could do was nod.

Just then Valerie came rocketing out of the sky. "I'd worry more about yourself hotshot!" she yelled, readying her armaments.

Noticing a large object closing in on the flying armed huntress from behind, the fiery alien couldn't help but smirk. "Right back at you!" he yelled up at her. "And the name's not hotshot." Instantly he strafed the sky with barrage of fireballs. "It's Heatblast!"

As she desperately dodged the blazing fireball salvo a large shadow suddenly fell over her. Valerie turned in shock to see a huge bulky black and green aircraft armed to the teeth with an immense armory of massive weaponry coming right at her. "What the-!" she exclaimed in horror.

"SHIP!" it boomed as it opened fire, effectively blasting her board and most of her suit into electronic splinters.

As she fell to the ground helplessly Heatblast swiftly launched himself into the air and intercepted the disarmed girl, catching her in his arms before making a perfect two point landing.

"Let me go!" she shrieked.

"You know a simple 'thanks' would suffice," he advised as he complied with her demands by simply dropping her to the ground and knocking her out.

"Look out!" Ember and Desiree screamed.

Heatblast turned in time to see the flying white haired boy striking him with a beam from some sort of canister like device.

For a moment the beam enveloped the blazing alien then surprisingly to all dissipated from sight.

Danny stared at Heatblast in shock then looked at the thermos then back to Heatblast again. "Well that's not supposed to happen," he finally said.

"And that was supposed to…" Heatblast queried expectantly.

Danny continued to stare at the fiery figure before him in continued shock. "You're not a ghost are you," he said noting the approaching high tech airship.

Without warning Danny was blasted out of the sky with a huge fire ball. "Good instincts," Heatblast answered as the ghostly hero came crashing to the ground out cold.

"Ship," his enlarge companion agreed as he descended to the ground.

Heatblast turned his attention to the two women as he walked over and reached down to help them up.

"Don't touch me!" the raven haired woman growled as he took her hand. "No man may touch me unless I so wish it!"

Heatblast maintained his hold on her hand as he pulled her and Ember to her feet. "That's going to make it kind of tough to help you you know," he replied. "Besides do I technically look like a man?"

Desiree glared at him but for some reason found she was at a loss for words.

"He's got you there Des," Ember snickered.

"Thanks for the heads up you two gave," he said gratefully. "Now do you guys need a ride to the hospital, you guys don't look so good."

At first neither of them understood what he meant until they noticed their skin had slowly begun returning to their usual ghostly complexion.

"Thanks for the assist babypop but I think we'll be alright," Ember replied with a sly smile.

Desiree nodded in agreement with a sly grin of her own. "Yes I think all we need is time to recuperate," she added.

"Well to be safe you two better get out of here in case those guys got friends," he advised.

Remembering the rest of Phantom's groupies the ghostly duo got a second wind and quickly sprinted out of there as fast as their legs could carry them.

"See you around babypop," Ember called behind with a devious smile.

As they ran both she and Desiree exchanged glances, each clearly thinking the same thing. Someone had just taken down Phantom and his teched up flunky with ease. Oh yes, once their powers returned they would definitely be meeting again.

Heatblast arched a puzzled eyebrow he picked up Danny and Valerie. "Babypop?" he repeated, turning to his pet mini mechamorph with an arched eyebrow.

Ship just shrugged. "Ship," he replied, not really getting it either.

Heatblast chuckled. "By the way big guy, I totally beat you here."

"Ship," Ship retorted sourly.

As luck would have it Heatblast spotted Jazz who was just making it onto the scene. "You want a rematch Ship, fine with me," he said with a grin as he set their two captives down. "Race you back to the burger joint."

"Ship," Ship replied as he took off, eager for the rematch.

Knowing that an expert ghost fighter like Jazz could handle the two unconscious captives by herself Heatblast launched himself into the air. "They're all yours," he shouted down to the redheaded girl as he went rocketing over her.

Jazz watched in stunned awe as the fiery figure rocketed into the horizon after behind her the large aircraft.

But she quickly snapped back to reality when she saw he brother and Valerie lying on the ground unconscious.

Frantically she ran to her brother. "_DANNY!_" she screamed in horror.

As she ran to her brother's side she failed to notice the glowing scattered pieces of broken guitar reassembling themselves as they floated up into the air where their invisible and now fully restored owner and her wish granting cohort floated.

When the malicious instrument was once again whole it disappeared in Ember's hand, becoming invisible like its owner.

Now that the prized weapon was restored the ghostly duo quickly followed after the one who singlehandedly had defeated their long time nemesis, eager to forge a partnership that would soon bring the world to its knees.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

Ben sat patiently at the booth Jazz had left him in proud that he'd made the redheaded girl's life just a tad easier and glad that even though he wasn't in his world anymore he could still kick butt with the best of them.

As he continued waiting for the girl a new couple of costumers entered the restaurant, at first he paid them no head until he happened to overhear the tail end of their conversation.

"So did she at least catch the name of the new guy?" the one wearing the red barrette asked as they took a booth beside Ben's.

"I think he called himself Heatblast," the goth girl shrugged. "Jazz said he looked like some kind of crazed up cross between the Human torch and the Thing."

"Jazz said that? Never took her for a marvel fan," barrette boy noted with a snicker.

"Please like she'd actually read those lame rags," said goth girl. "She probably just saw the movie on cable like the rest of the normal world."

Ben was about to ask if they wanted to join him while he waited for the redheaded girl when she just happened to return.

Noticing she was not alone his eyebrow raised in surprise as he noticed who that the girl with her was the one Ship had blown out of the sky and the boy with her was the one he'd knocked out cold, save for the blue eye and inverted hair color.

It was then he started to get a bad feeling in the pit of his stomach.

Jazz smiled and waved at him, relieved to find he was still there. "Hey," she greeted with a casual wave.

"Hey Jazz," Ben, Sam, and Tucker greeted at the same time.

The duo in the next booth stared at Ben, surprised that an actual teenage boy had greeted Danny's sister.

"Hey Ben," she greeted, blushing with a smile.

Everyone stared back and forth between the two until the black haired boy that had come in with Jazz finally spoke up with a teasing smile directed towards the redheaded girl. "Oh this is rich," he chuckled. "Jazz actually knows a guy."

"And not a bad looking one at that," the chocolate skinned girl who had also come in with Jazz added with a sly smile.

As Jazz began blushing like a tomato the restaurant was unknowingly visited by two new patrons, or more specifically one ghostly genie and one spectral rocker, both shielded from sight in the guise of invisibility.

Having followed Heatblast and Ship back to the Nasty Burger they had also subsequently witnessed their transformations back to normalcy, much to their shock, and had devised a cunning plan.

Desiree grinned as her eyes locked on to her target. "Well, see you on the other side," she whispered ready to initiate the first part of their plan.

Without further adieu she dove into Jazz's body overshadowing the girl in an instant.

As predicted no sooner had she gained control then a cold wisp of ghostly mist was emitted from Danny's mouth in reaction to her presence.

"Guys we got company," warned Danny. "I'm going GHOST!"

As the other Specter Detectors quickly rose to their feet and pulled out their weapons ready to Ben watched in shock as the black haired boy transformed into his white haired alter ego.

Even further to his shock a ghostly version of the blue haired girl he'd rescued earlier suddenly appeared in their midst. "Hey babypop," she said greeting him a wink. "Miss me?"

Babypop… Ben got a _really_ bad feeling.

As they regular patrons of the restaurant fled outside Danny charged his hand with green energy readying to fire. "Came back for seconds huh Ember?" he quipped through gritted teeth.

"Don't flatter yourself dipstick, we just wanted to thank Heatblast for the save," she said pointing to Ben with a sly grin.

As everyone turned to Ben and stared at him in shock, 'Jazz' whipped out the Fenton thermos and fired it on Danny, forcibly sucking him into its confines.

"We should have done this years ago," Desiree said as she exited Jazz's body with the thermos in hand.

Jazz stared at Ben in horrified disbelief, having shared space with Desiree she had been showed the truth by the ghostly Genie from her own memories.

Sam shifted her aim from the two ghosts to Ben. "You're the one who beat up my boyfriend?" she snarled.

Ben gulped. "Well-"

Before he had the chance to finish Ember quickly adjusted her attack setting to the heart on her guitar then struck a power chord sending an erupting wave of pink energy crashing into Ben knocking him down.

Without hesitation the remaining specter detectors opened fire on the ghostly duo sending them flying across the room.

Quickly Sam grabbed the Fenton thermos they'd stolen and pressed the release button, freeing her boyfriend.

"Thanks Sam," he said rubbing his neck. "You would not believe how cramped it is in that thing."

"Welcome to _our_ world child," Desiree retorted with an amused chuckle as the duo rose from the floor.

Ember laughed in malicious agreement, enjoying the general chaos they were wreaking. "A world filled with payback!" she added as she twisted the control knob on her guitar to the green fist setting and struck another power cord, delivering a explosive blast of green energy into their enemies' midst sending them all flying. Ember laughed as each of them went crashing into whatever was in their path. "The kind that puts you in traction!

"Traction, now there's an idea!" Danny snarled as he burst from the floor, fists ablaze with charged spectral energy and rocketing towards the duo like an incoming warhead.

However he never even got within five feet of the duo. From out of nowhere he was broadsided by a chair and sent crashing into the nearby wall.

With the duo protected Ben tossed the chair aside and waited for the next attack as he moved between Ember and Desiree and the Specter Detectors.

"Danny!" everyone shouted in horror as they rushed to his aid.

Jazz fought back tears as she turned from her injured brother to Ben. "Why!" she demanded angrily. "How could you!"

As the anger of betrayal began to rise inside her, so too did she raise her arm to blast the teenage boy.

Suddenly her brother reached out and grabbed her arm stopping her. "Wait, it's not his fault!" Danny said through pained breaths as he struggled to get back up. "He got hit by Ember's mind control blast."

"No one threatens my mistresses," Ben said in an emotionless mindless tone, confirming Danny's words.

"'Mistresses' huh," Desiree repeated in mild amusement. "I admit like the sound of that, finally a man who knows his position in my presence."

Ember smirked as she leered at Ben with a wandering eye taking in his features. For a whatever-he-was he certainly wasn't bad on the eyes. "Ditto," she agreed, "and I'd like to see what other 'positions' he knows for us."

"Okay that is just gross," Valerie noted as she withdrew a hand blaster she'd kept tucked into the back of her pants for moments such as this when her suit had been taken out of commission.

She barely had a second to even aim the weapon before the brainwashed brown haired teen standing between her and the ghost duo leaped in front of her and snatched out the weapon out of her hand with lightening fast speed. "No one threatens my mistresses," Ben repeated as he pressed the barrel against her forehead as shock and horror quickly filled her eyes.

Seeing the scene in front of them no one moved or even breathed lest they'd accidentally ignite the situation, if Ben pulled that trigger there would be one more ghost occupying the ghost zone.

"Whoa hot-stuff's got some skills," Ember said impressed with his speed at disarming the ghost huntress. The kid was looking better and better by the second.

"Yes," Desiree agreed with a smirk aimed at the frightened disarmed girl. "Any last words child?"

Upon hearing the genie's voice all fear left her face as Valerie glared daggers at the spectral genie and ghostly songstress. "Yeah here's ten, if I had my suit I'd smoke your ghostly asses!"

Suddenly without warning the watch on Ben's right wrist leapt from its owner as it rapidly expanded and engulfed the disarmed huntress in its fluidic metal confines. "SHIP!" it exclaimed.

Valerie screamed as she was seemingly consumed by the expanding black and green gelatinous metal mass.

"I have to admit, I didn't see that one coming," Desiree said, paling a little as Valerie's screams were smothered by Ship. They had no intention of actually killing anyone, there were already enough ghost in the ghost zone as it was. Ben grabbing the gun had been an unexpected effect of his newfound dedication to the ghostly duo. Had they actually ordered him to 'take her out' they would have ordered him to knock her out. The whole 'last words' line was just a little dramatic spice to add to the theatrics, they were supposed to be the bad guys after all.

Ember also grimaced and was about to order Ben's pet to lay off when something equally shocking happened, Ben's pet began to take form, solidifying into a heavily armed battle suit. While Ben had been brought under Ember's siren song, Ship being a machine had been immune to its affects and was now hell-bent on saving his owner from the duo's clutches.

"What the-!" Valerie exclaimed as suddenly the suit acting on its own slapped the gun out of Ben's hand.

'Sorry for before,' the inner visor displayed for her apologetically as various weapons emerged from the suit and aimed their laser sights on Ben and the two ghosts. 'We thought YOU were the bad guys, please help Ben'.

Valerie didn't fully understand what was going on but she did know this, she was now wearing a heavily armed suit that was on her side. Without a moment's hesitation she opened fire.

"Incoming!" Ember shouted as she and Desiree instantly went intangible just in time to dodge the immense barrage of green laser fire erupted from the transformed mini mechamorph.

Thinking fast himself Ben leaped out of the beams' deadly path, hurling himself under a table. A pity the rest of the restaurant wasn't so lucky, especially the vat of nasty burger's secret sauce in the back. Or, to more accurate the highly volatile, extremely _EXPLOSIVE_ vat of nasty burger's secret sauce in the back. And as any physics professor can tell you, when laser meets secret sauce the result is… not good.

Without warning the entire restaurant instantly detonated in a massive explosion that rocked the entire area with the force of an earthquake as an enormous mushroom cloud was sent sky high.

After a pause that lasted what seemed like an eternity the smoke finally cleared to reveal the heavily armed Valerie standing at the threshold of the explosion completely unfazed by its wrath thanks to her new suit, Ship. She stared in sheer at awe the devastation she'd wrought completely at a loss for words. Fortunately she wasn't at a loss for long. "Now _that's_ what I'm talking about!" she shouted victoriously.

"SHIP!" her new suit happily proclaimed in agreement.

Having taken after Ember and Desiree's lead Danny – who had evaded the blast via his ghost powers – returned to his tangible state. "Have I ever mentioned how glad I am you signed up?" Danny asked as he stared at the devastation.

"Actually no," replied Valerie, somewhat surprised by her own answer.

"Ever think there just might be a reason for that?"

It was then that a mound of rubble began to shift as something or rather someone began to rise up from und the ruins. Instinctively Danny charged up his hands the ecto energy while Valerie aimed her newly acquired weapons at whatever was about to show itself.

Much to their relief Sam, Tucker, Jazz emerged from under the rubble, each safely garbed in the protective shell of a Phantom Peeler (formerly Fenton Peeler) which they had used to shield themselves from the explosion.

"Oh and we're fine thanks for asking," Sam said irritably to her boyfriend. "It wasn't like we were just in a _massive explosion or anything!_"

"Who cares about that!" Jazz exclaimed frantically. "Where's Ben!"

Danny, Sam, Valerie and Tucker exchanged matching looks of horrified realization as they remembered the emerald eyed teen that had disappeared in the explosion, but before they could even flinch to save him Danny was suddenly sent flying by a colossal green power chord blast from Ember's guitar as the ghostly duo reappeared before the Specter Detectors, having also evaded the explosion through their intangibility.

"Nice try dipsticks, but it'll take more than that to get rid of us," Ember said with a wicked snicker.

"Although we probably should give you some credit my dear," Desiree said casting an approving smile towards Valerie. "I doubt even I could have been able to fulfill a wish with this kind of outcome." She mockingly clapped her hands, applauding the armored teen's efforts. "Bravo."

"Speaking of which," Sam said flashing a wily smirk as she was struck by inspiration, some rather obvious inspiration at this point. "I wish you and the scream queen would get sucked into the nearest Fenton Thermos."

Everyone dropped their guard a little as smirks of victory spread across those faces, Desiree's ghost power to grant every wish she heard made her one of the most dangerous ghost foes they had and on the flip side, one of the easiest to beat.

However their grins of victory quickly faded as Desiree just floated alongside her hard rocking partner in crime.

Seeing the Specter Detector's bewildered faces the ghostly duo began to snicker in amusement. "Confused baby-pops?" Ember laughed. "After you dipsticks stopped the music on my over thirty slave ship scheme I got wise and took the liberty of swiping some of your gear, like the earrings that tripped up my world revolution concert and had Technis do a little reverse engineering. End result; a set of ear phones that filter out human noise."

Desiree nodded as she brushed aside her raven black hair revealing her modified golden earphones. "Perfect for a girl like me wouldn't you agree?" she said. "Now can we dispense with the exposition and get back to killing each other?"

"Good call," Ember agreed. "Hey Ben if you're not dead how about you show your stuff and give the dipstick and his lamo sidekicks the shock of a lifetime."

Much to the Detectors relief Ben emerged from underneath a pile of rubble sporting only a few minor scratches to his face and some tears in his clothing. Unfortunately he also was sporting the same distant emotionless look in his eyes showing he was still under Ember's spell.

"Shock of a lifetime," he tonelessly repeated, making note of her words as he reached for the Ultimatrix's dial. "As you wish."

The Specter Detectors watched in confusion the brown haired teen reached for his watch, wondering what he was up to.

No sooner had his watch began displaying a green hologram then did Danny opened fire on the teen with twin concussive blasts of ecto energy from his hands. He'd already faced off against Heatblast and had lost, badly. So if knocking out some brainwashed teen would keep a rematch from happening then so be it.

But it was too little too late. Unlike his sense of loyalty, Ben's other senses were still as sharp as ever. Before the beams had barely left Danny's hands Ben had already leaped out of their path as he vaulted high into the air and began twisting the watches dial for the appropriate form. No sooner had he found what he was looking for and slapped his hand down on the displayed form.

Everyone watched in awe as Ben was suddenly enveloped in a blinding green light.

Quickly they readied themselves for Heatblast's razing onslaught. However instead of transforming into the fiery form of a Pyronite Ben had opted for something much different. With near lightning speed his body began expanding and hardening as his muscles swelled to hulking proportions and twin black turbines sprouted from his back.

His mistress had requested he give her enemies the shock of lifetime, and having quite literally taken her words to heart that was just what he was going to give. Specifically as the form he'd acquired through the DNA scan of the Transylian Dr. Vicktor eight years ago.

As the transformation completed itself and the glow faded the transformed teen came landing back on the ground with the mighty force of a crashing meteor. "**INDUCTORSTEIN!**" he bellowed as all eyes stared in shock at the completed transformation of Ben's hulking Frankenstein-esque form.

With the roar of a mighty war cry Inductorstein's black conductor coils slightly extended outward as they rapidly charged with crackling emerald colored electricity before swiftly receded back into their former position.

Instantly Inductorstein's body detonated in a perfect storm of emerald green lightning that savagely rained down from above, strafing the area an endless barrage of with intense electrical ferocity.

"RUN!" was the united scream of the Specter Detectors as they made no haste in fleeing for their lives.

However any attempt to run was futile. As the unending salvo of lightning continued to erupt from his body, Inductorstein raised his arms towards the five ghost hunters as he took aim before unleashing a second blast, striking them down one by one.

Ship and Valerie, being in essence a giant metal conductor were the first to fall, then Sam, followed by Tucker and finally Jazz, leaving only Danny – who had managed to go intangibly dodge the attack in the nick of time – remained.

At this point his first impulse was to end the fight fast by overshadowing the high voltage behemoth and pull a full reversal on the ghostly duo who was controlling him. But he had never overshadowed someone who was already under Ember's hypnotic spell, for all he knew he could end up brainwashed himself. No, he decided now was the time for option B.

Quickly the young half ghost began created four duplicates himself, each charged with the task of retrieving one of his friends.

As they swiftly went to work the original Danny rushed to Sam's side and took hold of his unconscious girlfriend, altering her tangibility to match his. "Hang on Sam, I've got you," he softly whispered as he carried her off to safety with carrying the other in tow.

Seeing his mistresses' enemies fleeing the scene Inductorstein powered down, holding off the electrical assault for the time being as he ran after his targets in hot pursuit.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

Flying at near mach speed the squadron of Dannys returned themselves and their passengers to the usual tangible state.

As they continued to rocket their friends to safety a welcome sight in the form of the Fenton RV suddenly rounded a street corner at break neck speed below.

"Mom! Dad!" Danny shouted as he and the Phantom clones flew down to the armored vehicle.

Upon seeing their son and his clones descending with his unconscious friends in their arms the Fentons brought the vehicle to a screeching halt and came rushing out of the vehicle to help. "_JAZZ!_" Maddie exclaimed in horror as she caught sight of her daughter and the others covered in what looked like electrocution burns and Val's new suit.

After a moment of thorough examination Maddie and Jack breathed a sigh of relief finding everyone was alright. "_Danny what happened!_" Maddie exclaimed staring at the marks on their bodies and Valerie's new heavily armored suit.

After his clones remerged with him Danny's brow furrowed as his mouth formed an angry snarl. "Ember and Desiree," answered Danny as he and his parents quickly began examining his teammates. "But mostly Inductorstein happened!"

"Inductorstien?" Jack repeated.

Danny nodded. "Yeah Jazz was just introducing us to this guy in a green jacket when Ember and Desiree decided to crash the party," he began. "Ember hits the new guy with a mind control blast then some kind of metal blob thing jumps Val and blows the Nasty Burger to kingdom come. After the dust clears the guy in the jacket transforms into this freaky Frankenstein looking thing then fires off enough lightning to make one of Vortex's storms look like a bad case of static cling. We're lucky to have gotten out of there alive."

"_**See?**_ I told you that kid was a ghost!" Jack exclaimed to his wife.

"Not now Jack!" Maddie snapped casting a forewarning glare at her husband.

"Wait, you know who I'm talking about!" Danny exclaimed in disbelief.

His mother nodded reluctantly. "We found him out in the woods when we we're investigating some high ecto readings," she replied. "Since he was out in the middle of nowhere we gave him a ride into town then dropped him and Jazz off at the Nasty Burger."

"Should have blasted him when we had the chance," Jack immaturely grumbled.

Maddie cast her husband another withering glare. "Jack!"

"WHAT?" he protested. "I'm just saying!"

Danny shook his head, leave it to his parents to inadvertently throw gasoline on a fire, he thought wearily. "It wouldn't have mattered if you had anyway," Danny replied. "Whatever the heck that guy is he isn't a ghost."

Both his parents looked at him in disbelief. "Of course he's a ghost son, how else could he do everything you just said?" replied Jack.

Danny shook his head. "I don't know, all I know he just isn't one," answered Danny. "But that's beside the point, whatever he is right now he's under Ember's mind control which makes him extremely dangerous."

Maddie firmly nodded in agreement. "You're right sweetie," she said. "How can we help?"

"We need to take Ember and Desiree down, once they're gone hopefully Frankenstein will amp down," Danny answered. "But getting to them through him is a lot easier said than done, is there anything in the RV that could be helpful."

The two ghost hunting scientists reflectively paused as they gave his question some thought.

However their thoughts were interrupted, by the sound of Tucker, Sam and Jazz exhaling groans as they slowly sat up, having at last regained consciousness.

"Ugh, what hit me?" Sam groaned, rubbing her throbbing head.

"I'd say enough electricity to power Las Vegas for about a month," Danny replied as he and his parents helped woken trio to their feet."

"Sounds about right to me," Tucker moaned as he tried to collapse from his aching muscles.

Jazz'z eyes quickly snapped open as her memory of what happened instantly returned. "Danny where's Ben! Is he alright?" she exclaimed looking about worriedly.

"I'm fine, thanks for asking," Danny said, somewhat annoyed by his sister greater concern for the guy who had just tired to a serious bad case of static shock. "He's still out there, sis, with Ember and Des pulling his strings."

"Well why didn't you overshadow him or something!" she exclaimed angrily. "It's your job to help people, so why didn't you help him!"

"Because I needed to get you guys out of there!" he snapped back getting tired of his sisters tone. "You guys were all out cold! I couldn't just leave you and fight that guy, especially with Desiree and Ember skulking in the wings!"

"_**So you just ran away?**_" she exclaimed incredulously.

"Yes I did," he answered flatly. "Just because I've got ghost powers that doesn't always mean I can fight _and_ keep people safe, and from where I stand I made the right call saving you guys rather than risking your lives just so I could save some guy who you have a crush on!"

Jazz paled in shock as she stared at her brother. Never in all her life had he _ever_ talked to her like this, and what made it even more shocking was that he was right. She was acting like a complete idiot just because she had a crush. God, she felt like such an idiot.

"Danny I-I'm sorry," she apologized.

"Don't be Jazz," Danny sighed, comfortingly placing his hand on her shoulder. He glanced towards Sam. "I kind of know what it's like to be worried about someone you like when it comes to ghosts."

Sam smiled back. When this was over he was _so_ getting a kiss for that.

"Not to break up the tender moment here but she we be getting ready for Frankenstein Jr. right about now?" Tucker asked.

Suddenly from out of nowhere a huge green lightning bolt came slamming into the RV, sending it careening onto its side with a massive crash.

Everyone whirled around to see the charged up aforementioned monstrosity walking towards them, green electricity crackling from its skin like an overloading turbine.

"That would be a yes," Sam answered grimly.

Surging with power Inductorstein extended his right arm and sent another huge lightning blast erupting from his hand.

"Hit the deck!" Jack shouted, tackling his wife and daughter to the ground.

Not needing to be told twice the Specter Detectors dove for cover just narrowly avoiding the emerald thunderbolt as it fiercely crashed where they had been standing.

Quickly Danny leaped back to his feet and fired back as the others regrouped into the overturned RV to better rearm themselves as Inductorstein broke into a dead run towards them.

Firing blast after ecto blast at the advancing electrical Danny was left horrified to see his attacks did little more than just bounce of the charging colossus' metal hide.

With speed that belied his hulking size, Inductorstein was suddenly inches away from the half ghost as he wildly launched a left hook surging with electricity into the ghost boy's jaw, sending Danny careening into a nearby truck that in turn went crashing into a brick wall.

His body deeply imbedded into the demolished vehicle's side Danny let a pained groan as he slowly pulled himself free and dizzily stagger forward, only to receive a powerful lightning charged metal fist brought rocketing into his stomach that not only sent him crashing back into the vehicle but caused the vehicle's ruptured fuel tank to detonate in a massive explosion.

As the flames and smoke from the smoldering wreck climbed high into the sky, presuming his work to be complete with the half ghost Inductorstein turned to the overturned RV containing his other targets.

Raising his hands he reached towards the RV as the conductor coils extending from his back extended outwards as they began surging with emerald electricity, overloading the monstrous electrical behemoth with power as he readied to blast the vehicle and its inhabitants from the face of the earth.

"NO!"

Before the powered up Transylian could unleash his thunderous final strike Danny erupted from the smoldering wreck, tackling the charged up alien with all of his might and knocking him to the ground.

Incensed that he'd failed in his first attempt to give his mistresses' enemies the 'shock of a life time' Inductorstein sprang back to his feet and delivered a powerful electrified right punch into the ghost boy's face, sending him flying past the RV and into a wall.

As he quickly ran after the ghost boy to finish him off Ember and Desiree at last arrived on the scene, invisibly watching their new minion with anticipation.

"Oh, I think I'm in love!" Ember laughed as she surveyed the destruction.

"You would be," Desiree muttered with a roll of her crimson eyes.

"What can I say Des, I dig a guy who brings a shock to the system," she said hungrily eying Inductorstein's grey muscles as they sparked with electricity. "I mean come on! First this guy goes all human torch on the dipstick, which alone scores him points, but _then_ I find out he's got classic boy next door looks, and then tops it off with a nice rocking heavy metal bad boy beefcake?" She hungrily licked her lips as she paused to once again look over his current physique. "Add that to the fact he's totally devoted to me, I'd say that makes him primetime BTM."

"Us," the spectral genie corrected her young cohort. "He's totally devoted to _us_, and just _what_ is a BTM?"

"Boy toy material," Ember clarified. "You really need to get up to speed on the lingo trends."

"Says the girl who looks like a KISS groupie," Desiree retorted.

"Hey, don't go knocking KISS!" Ember warned with a snarl. "And I'm _not a GROUPIE!_ I'm a music lover. _**Got that?**_"

Desiree was tempted to point out that music lover could have just been another way of saying groupie but at that moment their pawn had reached the ghost boy and instead opted to watch their long time enemy at last get what was coming to him.

Knocked unconscious Danny was easy prey as Inductorstein grabbed him and picked him up by the scruff of the neck.

Unfortunately for the half ghost he wouldn't be out for much longer. Surging with the raw intensity of a lightning bolt, the Transylian unleashed an immense full powered shockwave of raw electricity causing the ghost boy to wake up screaming in agony.

The boy's screams only seemed to fuel to the electrifying monster as he poured on the juice.

Thankfully this horrifying display was short lived. As if from out of nowhere Inductorstein was suddenly shot with a huge blast of green energy, hitting him with the full force of a wrecking ball sending him reeling to the ground and freeing Danny from his grasp.

With a giant smoking cannon of a weapon mounted on her shoulder Maddie Fenton adjusted her aim as she relocked onto the thundering creature. "Get the _HELL_ AWAY FROM MY SON!" she screamed.

"Uh oh, new player," Ember maliciously snickered, seeing another domino for their toy soldier and her future boy toy to knock down.

It was then their miserable arch foes mother was joined by her husband, daughter, and the rest of the wretched boy's motley crew, all bearing a wide array of weapons and gear to use.

"Okay make that _players_," the ghostly rocker quickly amended, with another snicker. "What do think Des, ten seconds till they go down?"

Desiree shook her head as her hands began to glow, readily waiting to unleash blasts of ecto energy. "As much as I'm loathed to say this, I think it best we help him," she said, narrowing her eyes at the assembled group.

Ember chuckled as if she thought Desiree weren't serious. "Um, _excuse me?_ Is that choker cutting off the circulation to your brain Des? Last I checked our guy's been kicking massive butt."

"And tell me, how many of us were in the same position till that boy or his buffoon friends pulled it all out from under us?"

Ember's smirk quickly shifted to a bitter scowl, seeing the ghostly genie's point. Her silence spoke volumes.

With her point made Desiree descended into the fray, wisely staying invisible.

"So what's the plan?" she finally asked following after.

"We stay out of sight and wait for the right moment," Desiree replied.

Meanwhile the Frankenstein-like electrical dynamo stared down the blue jump suited woman. In his quest to dispatch the white haired boy for his mistresses he'd all but forgotten his other targets.

Instantly the ends of the turbines on his back lit up with balls of surging green electricity as a third sphere of emerald electrical energy formed in the palm of his free hand, growing larger with each passing second it had to charge.

Seeing he was about to readying to attack Jack instantly opened fire on the brainwashed hero with his oversized cannon. "I DON'T THINK SO GHOST!" Jack shouted.

Following his example the others were quick to follow his lead as they too opened fire, bombarding the creature with everything they had.

Quickly Inductorstein unleashed an intense barrage of emerald lightning bolts which instantly intercepted and neutralized the bombardment. The charged up mind controlled Transylian then unleashed a second high voltage bombardment of lightning onto his foes, once again sending massive amounts of raw power surging through their bodies, quickly knocking them all out cold.

With no further opposition Inductorstein returned to the matter at hand, dealing with the ghost boy.

It was then that the sound of droning power being reactivated began emanating from the Valerie's reawakening battle armor.

Quickly the suit slid off the still unconscious girl as it began to expand into another more powerful form.

"SHIP!" the not so mini galvanic mechamorph's voice deeply boomed as the newly formed spaceship drew out its massive artillery.

Locking onto his mind controlled friend Ship quickly opened fire, blasting the Transylian away from the ghost boy with its largest cannon before unleashing a full on, all weapons bombardment.

As missiles and weapons fire rained down on the electrifying alien the ensuing explosions roused Valerie from her unconscious slumber.

Quickly the girl snapped to attention and leaped to her feet, instinctively extending her arm to join in the fight only to discover she was now absent one battle suit.

It was then as a humongous blast of green lightning erupted from the epicenter of the continuously bombarded blast zone as it rocketed out and struck Ship with unbridled shocking fury.

"_**SHIIIIIIIP!**_" he screamed in agony as thousands if not millions of volts went coursing through his enlarged body, short circuiting his systems and bringing him crashing to the ground.

With his attacker once down for the count Inductorstein then slowly turned his gaze his gaze on the freshly awakened ghost huntress.

"Oh no," she squeaked, eyes growing wide with fear and panic.

"Oh yes," Ember cackled as she and Desiree reappeared at the unarmed huntress' side.

"I'd suggest you get ready for some shocking developments," Desiree advised with cruel smug grin.

As the duo broke out into cruel laughter it was then that Valerie's fear gave way to sudden anger. Without hesitation she launched her fist into Ember's face, sending the ghost rocker flying on her ethereal backside then quickly followed up with a kick into Desiree's stomach. "That shocking enough for you?" she quipped as the ghostly genie fell to the ground clutching her stomach. Valerie then tapped the belt she was wearing. "Specter deflector, never leave home without one."

Instantly Inductorstein's emerald eye narrowed as his body began charging and crackling with raw power.

"I'm gone," Valerie quickly stated before breaking into a dead run for the over turned RV before she ended up with one supercharged case of shock and awe.

Roaring in outrage the electrifying behemoth came thundering to the ghostly duo's aid. "Mistress Desiree, Mistress Ember are you two alright?" he asked as in an emotionless tone as he kneeled down to help them up.

"DON'T TOUCH ME!" bellowed Desiree.

"Just… _**KILL**_… that…_**FREAKING BITCH!**_" Ember screamed as her blue flame like ponytail roared furiously in accord with her seething hatred. "_**GOT THAT MUSCLES? NO MORE MR. FREAKING NICE MONSTER!**_"

Instantly the coils sprouting from Inductorstein's back began to crackle with emerald electricity as the charged the alien's body with a tremendous surge of fresh power. "As you wish," he droned as he got up and walked towards the overturned RV to carry out his orders. "No more Mr. Nice Monster."

Just then Valerie leaped out from the all but demolished RV, brandishing a very oversized weapon of some kind. Quickly she aimed the weapon at the two ghosts controlling the alien dynamo. Val had no idea what exactly this weapon did, all the ebony huntress knew was that it was big and had a trigger, and that was good enough for her. Here was hoping that it made a big boom too. "And no more Miss nice guy!" she said as she pulled the trigger, praying this would work. "Bye bye bitches."

No sooner had she pulled the trigger the an enormous blast of pitch black energy was sent erupting from the weapon's barrel as it went rocketing towards the two ghost women.

"INCOMING!" Ember screamed.

With milliseconds two spare the two ghost women narrowly evaded the blast by a miraculous intangibly dodged the attack.

Valerie's heart sank into her stomach as she watched the beam harmlessly pass through them and hit a brick wall without even so much as making a scratch. It plunged even deeper as a small display screen on the weapon displayed the word 'EMPTY' in bright flashing crimson red.

Seeing that her last chance assault had been a complete and total flop, the two ghostly women began laughing malevolently as the returned to tangibility.

"Now that was unexpected," Desiree smirked.

"And funny!" Ember laughed, casting an evil glare on the all but defeated huntress. "Don't forget about funny!" She then floated up to Val to gloat, as she raised her hand silently telling the looming charged up alien dynamo to stave off frying the girl to ashes, for only a brief second. "So… any last words dipstick?"

Valerie tossed aside the weapon as she fearlessly cast the girl a glare. "Actually yeah," she replied. "Your music sucks."

Clenching her teeth in an enraged snarl while Desiree stifled a snicker behind, the ghost rocker's flaming ponytail burned up to the sky in a massive geyser of blazing sapphire. Oh this bitch was going to pay for that! Slowly, and painfully. "What was it you said a second ago?" she icily inquired holding back her rage. "Oh yeah, 'bye bye bitch'!"

And with that she lowered her hand, giving permission for Inductorstein to continue.

However the electrifying colossus never had the chance.

Without any warning a huge pitch black rift suddenly splintered open wide in the brick wall behind them, shattering the very fabric of reality.

No sooner had the thrift been torn open then ink black tendril of what could only be described as living tar shot out of the rift, seizing the two ghosts in their sinister clutches as began pulling them towards the rift.

"Don't just stand there help us!" Desiree screamed in horror at the alien.

"As you wish my mistress," Inductorstein tonelessly replied.

"Less talking more saving!" Ember screamed as struggled to get free.

Without hesitation the Frankenstein-esque alien ran to their aid and seized hold of the tendrils and pulled as he sent a surging pulse of thundering emerald electricity into the hellish tentacle-like limbs. But this only seemed to add fuel to the fire as more tentacles emerged from the black energy fissure, this time wrapping around him as they began pulling him in too.

Valerie stood frozen as she watched the scene in sheer horror, too afraid to move less she became the tentacles' next prey. All she could do was watch and listen and listen to the two ghosts' desperate terrified screams as the trio was slowly pulled into and consumed by the hellish murky fissure before it at last closed shut and disappeared from existence.

What seemed like an eternity passed as she stared in fear at the wall, fearing that the slightest move she made or the slightest breath she took would cause the fissure to reopen and claim her next.

It would be several minutes before she at last broke from her fear and dared to move to aid her fallen teammates.

BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10. BEN 10.

Watching from several miles away, a lone caped figure – cloaked in the guise of invisibility – lowered their binoculars as the floated high in the air.

A dark smile crossed the figure's fanged mouth as their normally crimson eyes glinted with amusement. It had definitely been a wise decision to keep a long distance from the action.

True this was not exactly what had been planned, but it was still a win now that the main threat had been removed.

As for whoever or whatever that creature was, it was clear it had been the prime cause that had altered the course of events that had so radically changed the future, but fortunately that had also been taken care of. Now all that was left was getting everything back on track so that the future would be theirs again.

Chuckling darkly the invisible flaming white haired, turquoise skinned ghost laughed wickedly as the malevolent figure flew off to begin with phase two. All that was needed now was manipulating a few pawns and assembling the required pieces.

**Author's notes:**

And so ends chapter 2. Hope you liked it because I got to say this one kind of got away from me.

To begin with I hope you like Heatblast's appearance, when Ben said they needed some serious 'firepower' he wasn't joking around. As for his second transformation, some of you may be wondering which of Ben's alien's Inductorstein is, he is Benvicktor who happens to be one of my favorite aliens from the original series _despite_ appearing for just one episode. The only thing I didn't like was the name, so I changed it to something I thought was more appropriate, something I will also be doing with Benwolf and Benmummy in this and my other fanfics should I decide the make an appearance and their names come up.

Furthermore, because of the violence in this chapter I have boosted the rating to M just to play it safe.

Finally I would like to go on an additional note that for those of you who are wondering, things are about to get really interesting (obviously) for the Specter Detector's (Which yes, I know is not that bad of a name, I just thought that if it came from Jazz Danny would automatically think it was weak. Who wouldn't, considering her track record with names. Though in all honesty I can't really take credit for being original in the team name as 'the Specter Detectors' was actually the original name for the show before the creators decided to center it around one character and give it a superhero styling) and Desiree, Ember, and Ben. I would also like to add that upcoming chapters probably will not be as long as this one, but who knows right.

As for the ending of this chapter, what can I say? Nothing leaves them hanging like a cliffhanger.


End file.
